THE OAKMARK SMALL CAP FUND

Report from James P. Benson and
Edward A. Studzinski, Portfolio Managers

James P. Benson photo Edward A. Studzinski photo

THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK SMALL CAP FUND FROM ITS INCEPTION (11/1/95) TO PRESENT (6/30/04) AS COMPARED TO THE RUSSELL 2000 INDEX10
chart
Annual Average Total Returns
(as of 06/30/04)
Total Return
Last 3 Months*
1-year 5-year Since
Inception
(11/1/95)

Oakmark Small Cap Fund (Class I) -1.27% 24.01% 6.47% 11.10%
Russell 2000 0.47% 33.37% 6.62% 9.74%
S&P Small Cap 60011 3.60% 35.26% 10.68% 12.49%
Lipper Small Cap Value Index12 1.64% 37.30% 13.06% 13.28%

The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
The performance data quoted represents past performance. The above performance information for the Fund does not reflect the imposition of a 2% redemption fee on shares held for 90 days or less to deter market timers. If reflected, the fee would reduce the performance quoted. Past performance does not guarantee future results. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Average annual total return measures annualized change, while total return measures aggregate change. To obtain current month end performance data, call 1-800-OAKMARK or visit www.oakmark.com.
* Not annualized

The second calendar quarter of 2004 was a period of generally flattish stock prices, and your Fund dropped slightly lower during the quarter. In economic news, general activity continued to expand at a fairly brisk pace, and job creation finally began in earnest. At the end of the quarter the Federal Reserve moved interest rates up modestly, marking the first increase by the Federal Reserve in four years. We believe that these trends—an accommodative central bank, continuing productivity growth, and increasing corporate cash flows—create a favorable environment for stocks. In summary, during the just concluded quarter the S&P 500 Index4 rose by 2%, and the Russell 2000 Index was flat. Your Fund experienced a decline of 1% during the past three months, which places its year-to-date performance above the 3% increase in the S&P 500 Index and slightly below the 7% gain of the Russell 2000 Index.

Growing corporate cash flow, strengthening balance sheets, and higher stock prices are typically the ingredients needed for an acceleration in corporate takeover activity. In 2000-2001, we experienced a reasonable level of takeover activity among the stocks held in your Fund, but the frequency of takeover offers fell in 2002-2003 as the economy slumped. This past quarter, two of our holdings—NeighborCare and Grey Global—were involved in potential takeover transactions. NeighborCare received an unsolicited offer from Omnicare, while news reports indicated Grey Global had hired investment bankers to explore a possible sale. Both stocks reacted favorably to these developments, and we believe this activity highlights the inherent value of the companies that your Fund owns. While we rarely buy stocks solely for their takeover value, our method of estimating the private market value of a company and buying its stock at a discount means that our holdings are often attractive to larger companies.

Your Fund's New Investments

This past quarter's activity was fairly typical with the addition of three positions and the sale of two positions. The companies we sold were Callaway Golf and Landry's Restaurants. Callaway was a disappointing investment as intensifying competition in golf clubs led to larger than expected pricing discounts. Since we could not foresee any indication that this pricing environment would improve, we elected to exit this position. Our investment in Landry's was a positive experience, and when the stock appreciated towards our estimate of fair value, we sold those shares.

During the past quarter we added Connetics Corp., Itron Inc., and United Stationers Inc. to the portfolio. Connetics is a specialty pharmaceutical firm focusing exclusively on the treatment of dermatological conditions. This company has a proprietary foam delivery system that we believe has significant advantages in its efficacy and cosmetic appearance, which should lead to improved patient compliance and satisfaction. The currently markets two products, OLUX Foam and Luxiq Foam, and it has two products pending approval by the Food and Drug Administration. Additionally, the firm has another product in Phase III clinical testing. We believe Connetics has a bright future.

Highlights
  • Recent economic, policy, and growth trends suggest that a favorable environment for stocks may continue.
  • We believe many of the proper ingredients needed for the acceleration in corporate takeover activity are in place.

Itron is a leading maker of automated meter reading systems for the utility industry. The company's products help utilities manage load planning, transmission and distribution, customer care, and workforce automation. Itron's automated meter reading products, software, and services help utilities lower personnel costs and improve accuracy and efficiency. Itron is in the process of purchasing Schlumberger's solid-state electrical meter business, which we believe should provide Itron with even greater product breadth and stronger market shares. We feel Itron's cost effective products and services will resonate with their customers, and thus we like the long-term outlook for the business.

United Stationers is the largest office products distributor in the country and is more than twice as large as the number two office products distributor. However, during the 1990s United Stationers focused too much on revenue growth at the expense of operating efficiencies. After a period of lackluster financial results, the company hired a new management team in 2002 whose mission was to wring inefficiencies out of the company's operations. Given the firm's large sales base, small percentage improvements in operating margins should result in increased profitability. Due to encouraging early results, we believe the company can extract additional efficiencies over the next few years. Additionally, a growing economy should work in United Stationers' favor.

We believe that all of these additions are trading at significant discounts to their private market values, possess growing business values and have shareholder-oriented managements, we believe the long-term future of small cap equities remains bright.

Conclusion

We would like to thank our shareholders for your ongoing interest in and your support of The Oakmark Small Cap Fund. Additionally, we look forward to communicating with you again next quarter.

James P. Benson signature Edward A. Studzinski signature
James P. Benson, CFA
Portfolio Manager
jbenson@oakmark.com

Edward A. Studzinski, CFA
Portfolio Manager
estudzinski@oakmark.com

THE OAKMARK SMALL CAP FUND

Schedule of Investments—June 30, 2004 (Unaudited)

Name Shares Held Market Value

Common Stocks—92.6%    
Food & Beverage—8.5%    
Ralcorp Holdings, Inc. (a) 400,000 $14,080,000
Del Monte Foods Company (a) 720,000 7,315,200
American Italian Pasta Company, Class A 200,000 6,096,000
CoolBrands International, Inc. (a)(b) 335,000 5,482,979
   
    32,974,179
Household Products—4.1%    
Tupperware Corporation 825,000 $16,029,750
Security Systems—4.5%    
Checkpoint Systems, Inc. (a) 968,300 $17,361,619
Apparel—2.3%    
Oakley, Inc. 671,200 $8,685,328
R.G. Barry Corporation (a) 120,500 196,415
   
    8,881,743
Automobile Rentals—2.6%    
Dollar Thrifty Automotive Group, Inc. (a) 375,000 $10,290,000
Building Materials & Construction—2.6%    
Integrated Electrical Services, Inc. (a) 956,600 $7,700,630
Insituform Technologies, Inc., Class A (a) 150,000 2,440,500
   
    10,141,130
Consulting Services—3.2%    
Watson Wyatt & Company Holdings 237,000 $6,316,050
FTI Consulting, Inc. (a) 360,000 5,940,000
   
    12,256,050
Home Builders—2.8%    
Levitt Corporation, Class A (a) 427,300 $11,007,248
Human Resources—2.4%    
Hudson Highland Group, Inc. (a) 300,000 $9,198,000
Information Services—3.2%    
eFunds Corporation (a) 700,000 $12,250,000
Marketing Services—3.0%    
Grey Global Group, Inc. 11,750 $11,573,750
Office Supplies—1.5%    
United Stationers Inc. (a) 150,000 $5,958,000
Publishing—1.1%    
PRIMEDIA Inc. (a) 1,500,000 $4,170,000
Restaurants—2.0%    
Triarc Companies, Inc., Class B 500,000 $5,085,000
Triarc Companies, Inc. 250,000 2,582,500
   
    7,667,500
Retail—2.2%    
ShopKo Stores, Inc. (a) 600,000 $8,484,000
Bank & Thrifts—3.6%    
People's Bank of Bridgeport, Connecticut 375,000 $11,681,250
BankAtlantic Bancorp, Inc., Class A 125,000 2,306,250
   
    13,987,500
Insurance—1.1%    
U.S.I. Holdings Corporation (a) 283,000 $4,471,400
Other Financial—3.6%    
NCO Group, Inc. (a) 530,000 $14,145,700
Real Estate—1.8%    
Trammell Crow Company (a) 495,000 $6,979,500
Health Care Services—4.3%    
NeighborCare, Inc. (a) 537,300 $16,833,609
Medical Products—6.0%    
CONMED Corporation (a) 400,000 $10,960,000
Hanger Orthopedic Group, Inc. (a) 576,000 6,750,720
Advanced Medical Optics, Inc. (a) 134,200 5,712,894
   
    23,423,614
Pharmaceuticals—1.6%    
Connetics Corporation (a) 300,000 $6,060,000
Computer Services—3.7%    
CIBER, Inc. (a) 1,625,000 $13,357,500
Interland, Inc. (a) 340,000 955,400
   
    14,312,900
Computer Software—9.4%    
Mentor Graphics Corporation (a) 950,000 $14,696,500
MSC.Software Corp. (a) 1,350,000 12,082,500
Sybase, Inc. (a) 550,000 9,900,000
   
    36,679,000
Data Storage—2.4%    
Imation Corp. 215,000 $9,161,150
Aerospace & Defense—1.8%    
Herley Industries, Inc. (a) 211,500 $4,132,710
Teledyne Technologies Incorporated (a) 140,000 2,802,800
   
    6,935,510
Instruments—0.6%    
Itron, Inc. (a) 105,000 $2,408,700
Forestry Products—2.0%    
Schweitzer-Mauduit International, Inc. 250,700 $7,678,941
Oil & Natural Gas—4.7%    
St. Mary Land & Exploration Company 275,000 $9,803,750
Cabot Oil & Gas Corporation 200,000 8,460,000
   
    18,263,750
Total Common Stocks (Cost: $275,692,713)   359,584,243
Par Value

Short Term Investments—7.0%    
U.S. Government Bills—2.6%    
United States Treasury Bills, 0.98% - 1.06% due 7/8/2004 - 7/22/2004 $10,000,000 $9,995,956
Total U.S. Government Bills (Cost: $9,995,956)   9,995,956
Repurchase Agreements—4.4%    
IBT Repurchase Agreement, 1.19% dated 6/30/2004 due 7/1/2004, repurchase price $15,000,496 collateralized by U.S. Government Agency Securities with an aggregate market value plus accrued interest of $15,750,000 $15,000,000 $15,000,000
IBT Repurchase Agreement, 0.70% dated 6/30/2004 due 7/1/2004, repurchase price $1,952,162 collateralized by a U.S. Government Agency Security with a market value plus accrued interest of $2,049,730 1,952,124 1,952,124
   
Total Repurchase Agreements (Cost: $16,952,124)   16,952,124
Total Short Term Investments (Cost: $26,948,080)   26,948,080
Total Investments (Cost $302,640,793)—99.6%   $386,532,323
Other Assets In Excess Of Other Liabilities—0.4%   1,712,802
   
Total Net Assets—100%   $388,245,125
   

(a) Non-income producing security.
(b) Represents a foreign domiciled corporation.